Contingent agreement for the acquisition of shares of Petrotel Sp. z o.o. by Telefonia DIALOG S.A.

Monday, 22 September, 2008
Report no. 45/2008

The Management Board of KGHM Polska Miedź S.A., announces that on 22 September 2008 Telefonia DIALOG S.A. (a subsidiary of KGHM Polska Miedź S.A.) entered into a contingent agreement with PKN Orlen S.A. for the acquisition of shares of Petrotel Sp. z o.o. with its registered head office in Płock. 

As a result of signing this agreement, Telefonia DIALOG S.A. will acquire 6 150 shares of Petrotel Sp. z o.o., with a face value of PLN 1 000 per share, and a total nominal value of PLN 6 150.0 thousand, representing 75% of the share capital and the total number of votes at the General Shareholders’ Meeting of Petrotel Sp. z o.o. The purchase price for 75% of the shares of Petrotel Sp. z o.o. is PLN 32 410.5 thousand, i.e. PLN 5 270 per share. 

Ownership of these shares will be transferred to Telefonia DIALOG S.A. under condition that the remaining shareholders of Petrotel Sp. z o.o. decline to make use of their pre-emption right to these shares, in accordance with § 13 of the Articles of Association of the company Petrotel Sp. z o.o., and the full payment of the amount representing the purchase price for these shares. The process of realising the pre-emption right to acquire these shares will be completed within approx. 3-4 weeks from the date of signing the agreement. 

The share capital of Petrotel Sp. z o.o. amounts to PLN 8 200.0 thousand and is divided into 
8 200 equal and indivisible shares with a face value of PLN 1 000 per share. 
The carrying amount of the assets in the accounts of Telefonia DIALOG S.A. after realisation of the agreement will be PLN 32 885.5 thousand. 
Following the transfer of ownership of the shares sold by PKN Orlen S.A. to Telefonia DIALOG S.A., the share of Telefonia DIALOG S.A. in the share capital and the total number of votes at the General Shareholders’ Meeting of Petrotel Sp. z o.o. will amount to 75%. 

Petrotel Sp. z o.o. is a telecom operator offering telecom services within the territory of the city of Płock and the gmina of Stara Biała, based on its own infrastructure and infrastructure leased from PKN Orlen S.A. The company has a license to provide telecom services throughout Poland. The activities of Petrotel Sp. z o.o. comprise telecom services, maintenance services for dispatching, alarm and informational systems, the repair and servicing of telecom infrastructure and the sale of telephone switchboards, telephones and telephone accessories. Petrotel Sp. z o.o. services approx. 20 thousand customers and approx. 8 thousand users of broadband internet access. 

The decision to acquire the shares of Petrotel Sp. z o.o. is a result of the strategy assuming an increase in the number of customers and revenues, and entrance into new areas for providing services. 
Acquisition of these assets will be financed by a bank loan. 
The assets to be acquired are of a long-term, equity investment nature. 
There is no relation between KGHM Polska Miedź S.A. and the management and supervisory personnel of KGHM Polska Miedź S.A. and the seller of these shares. 

The criteria used for describing the assets as significant is that the financial assets to be acquired by Telefonia DIALOG S.A. exceed 20% of the share capital of Petrotel Sp. z o.o. 

Legal basis: § 5 sec. 1 point 1 of the Decree of the Minister of Finance dated 19 October 2005 regarding current and periodic information published by issuers of securities (Journal of Laws from 2005 No. 209, item 1744)